FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MACERICH CO [ MAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/30/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/09/2015 | M | 39,932 | A | $59.57 | 40,243 | D | |||
Common Stock | 02/09/2015 | D | 27,236 | D | $87.34 | 13,007 | D | |||
Common Stock | 02/09/2015 | C | 15,000(1) | A | $0 | 28,007 | D | |||
Common Stock | 02/10/2015 | S | 27,500 | D | $87.4564(2) | 507(3)(4)(5) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
OP Units | (6) | 12/30/2014 | G | 2,500(7) | 09/01/2012 | (8) | Common Stock | 2,500 | $0 | 66,555 | D | ||||
OP Units | (6) | 02/04/2015 | G | 2,500 | 09/01/2012 | (8) | Common Stock | 2,500 | $0 | 86,499 | D | ||||
OP Units | (1) | 02/09/2015 | C | 15,000 | 09/01/2012 | (8) | Common Stock | 15,000 | $0 | 71,499 | D | ||||
Stock Appreciation Rights | $59.57 | 02/09/2015 | M | 39,932 | 09/01/2012 | 09/01/2022 | Common Stock | 39,932 | $0 | 0 | D |
Explanation of Responses: |
1. The reporting person redeemed 15,000 units of limited partnership interest ("Units") of The Macerich Partnership, L.P., of which the issuer is the general partner. Units are redeemable for an equal number of shares of the issuer's common stock or, at the election of the issuer, cash equal to the fair market value of such shares. The issuer elected to redeem the reporting person's Units with common stock. The reporting person also holds 10,338 vested performance-based LTIP Units and 7,284 unvested service-based LTIP Units. |
2. The sales price ranged from $87.25 to $87.68. |
3. The reporting person sold 12,500 shares received upon exercise of his stock appreciation rights and 15,000 shares received upon redemption of his Units. These shares were sold in connection with tax planning. |
4. The reporting person also holds 161 shares in a trust for the benefit of one of his children. |
5. In addition, 50 shares are held by his adult child who is currently sharing the reporting person's household. The reporting person disclaims beneficial ownership of all shares held by this child, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or otherwise. |
6. Redeemable for an equal number of shares of the issuer's common stock or, at the election of the issuer, cash equal to the fair market value of such shares. |
7. These securities were gifted to two separate entities. |
8. None. |
Madonna R. Shannon, for THOMAS J. LEANSE | 02/11/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |